MO Altria Group Inc

LONDON—SABMiller PLC on Tuesday said a U.K. court had agreed to its proposal that its two largest shareholders be treated as a separate class from the rest of its investors with regard to its pending acquisition by Anheuser-Busch InBev NV.

AB InBev last month raised its offer for SABMiller to £ 45 a share from £ 44 a share to head off a possible shareholder revolt following a slide in the British pound after the country's vote to leave the European Union.

SABMiller's board, after some deliberation, approved that increase but said it would ask that its two biggest shareholders, Altria Group Inc. and the Santo Domingo family, be treated as a separate voting class.

The U.K. court decision reduces the percentage of share holdings needed to block the deal to 15% from 25%, according to Stifel Nicolaus & Co. analyst Mark Swartzberg, but he expects SABMiller shareholders to approve the merger because many of its largest shareholders also own shares of AB InBev or Molson Coors Brewing Co., which is set to acquire SABMiller's interest in U.S.-based MillerCoors LLC. Those companies stand to benefit from acquiring SABMiller assets globally and in the U.S.

"Anyone who is in a cross ownership situation is going to be very supportive of this transaction," Mr. Swartzberg said. Voting against the deal "would be the equivalent of shooting yourself in the foot."

Still, at least one large shareholder, Aberdeen Asset Management, plans to vote against the deal, saying in a statement Tuesday that it undervalues the company.

Altria and the Santo Domingos have committed to voting in favor of the deal. The vote is scheduled for Sept. 28, and the deal is expected to close Oct. 10.

The vote will take place about two months after AB InBev raised its offer for SABMiller. It did so after the plummeting pound against the dollar drove the value of AB InBev's cash offer to SABMiller well below its alternative cash-and-share offer. Initially, the cash offer was designed to be a premium.

Some investors had complained about the discrepancy between the two offers. The cash -and -stock offer was designed for Altria and the Santo Domingos and is subject to a five -year lockup period that most regular shareholders are unable to stomach due to liquidity requirements.

Tripp Mickle contributed to this article

Write to Saabira Chaudhuri at saabira.chaudhuri@wsj.com

(END) Dow Jones Newswires

August 23, 2016 14:35 ET (18:35 GMT)

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